Bass – Chuck Rainey (tracks: B1, B2), Will Lee (tracks: A1 to A4)
Drums – Harvey Mason (tracks: B1, B2), Phil Upchurch (tracks: B3), Phil Upchurch (tracks: B3), Steve Gadd (tracks: A1 to A4)
Engineer [Assistant at House Of Music] – Joseph Intile* (tracks: B1, B2), Peter Roulinavage* (tracks: B1, B2)
Guitar – Phil Upchurch (tracks: B1 to B3)
Horns – Alan Rubin (tracks: A1 to A4), David Taylor (tracks: A1 to A4), John Gatchell (tracks: A1 to A4), Lewis Del Gatto* (tracks: A1 to A4), Louis Marini* (tracks: A1 to A4), Ronald Cuber* (tracks: A1 to A4), Sam Burtis (tracks: A1 to A4)
Keyboards – Leon Pendarvis (tracks: A1 to A4), Richard Tee (tracks: A1 to A4)
Lead Guitar – Phil Upchurch (tracks: A1 to A4)
Orchestrated By [String & Flute] – Eumir Deodato
Percussion – Henry Gibson (tracks: B1, B2), Jimmy Maelen (tracks: A1 to A4), Kewu* (tracks: B1 to B3), Tony Carpenter (tracks: B1, B2)
Piano – Jorge Dalto (tracks: B1, B2)
Producer – George Benson (tracks: B1 to B3), John Tropea (tracks: A1 to A4)
Recorded By [Flutes and Strings at House Of Music], Mixed By [Flutes and Strings at House Of Music] – Jeffrey Kawalek* (tracks: B1 to B3)
Recorded By [Rhythm at Sound Labs, Inc.] – Al Schmitt (tracks: B1, B2)
Recorded By [Rhythm sweeting at P S Studios] – Danny Leake (tracks: B1 to B3)
Recorded By [Rhythm sweeting at Pumkin Studios] – Gary Loizzo (tracks: B1 to B3)
Rhythm Guitar – John Tropea (tracks: A1 to A4)
Sleeve Notes – George Benson
Strings – Charles McCracken (tracks: A1 to A4), Frederick Buldrini (tracks: A1 to A4), Julien Barber (tracks: A1 to A4), Kathryn Kienke (tracks: A1 to A4), Kenny Koo (tracks: A1 to A4), Kermit Moore (tracks: A1 to A4), Paul Winter (tracks: A1 to A4), Peter Dimitriades (tracks: A1 to A4), Richard Maimoff (tracks: A1 to A4), Sandra Billingslea (tracks: A1 to A4), Selwart Clarke (tracks: A1 to A4), Stanley Pollack* (tracks: A1 to A4), Theodore Israel (tracks: A1 to A4), Tony Posk (tracks: A1 to A4)
Synthesizer – Arron Jamal (tracks: B2), Larry Fast (tracks: A1 to A4)
Publishers: Kidada Music, Inc. – A1 Off The Wall Music – A1 Blackeye Music – A2 Kee-Drick Music – A2 Mighty Three Music – A3 San Tropea Music – A4 Pinwheel Music – A4 Utom Publishing Co. – Side B
Matrix / Runout (A-Side Runout Etching): S MAR-2209-A-AM STERLING
Matrix / Runout (B-Side Runout Etching): MAR-2209-B-P̶R̶C̶ AM STERLING